These Terms of Service (hereinafter referred to as “Terms”) are a contract between you (either in the individual capacity as an independent Consultant or as a representative of a firm), on the one hand (hereinafter referred to as “Consultant” or “you”), and Indypay Technologies Pvt. Ltd., a company registered under the Companies Act, 1956 having its registered office at Flat #A 8, S No 73/6/2+3, Om Arcade, Katraj, Pune MH 411046, India, on the other hand (hereinafter collectively referred to as the “Company” or “Vedak” or “we” or “us”).

You must read, agree with and accept all of the terms and conditions contained in these Terms in order to use our website (http://www.vedak.com/ ) and related software and services (hereinafter collectively referred to as the “Vedak Platform Services” ).

Vedak may change, modify, amend, or update these Terms from time to time without any prior notification to the Consultant(s) and the amended and restated Terms shall be effective immediately on posting. If you do not adhere to the changes, you must stop using Vedak Platform Services. The continuous use of Vedak Platform Services will signify that you accept the changed terms.

YOU UNDERSTAND THAT BY REGISTERING AS A CONSULTANT WITH VEDAK AND USING THE PLATFORM SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. YOU CAN NOT ACCESS OR USE VEDAK PLATFORM SERVICES IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY.

IF YOU ARE AGREEING THESE TERMS ON BEHALF OF A LEGAL ENTITY OR A CONSULTING FIRM:

1. YOU MUST REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS VEDAK PLATFORM SERVICES OR TO PROVIDE SERVICES VIA VEDAK PLATFORM SERVICES TO THESE TERMS;
2. SUCH ENTITY IS SOLELY RESPONSIBLE FOR ANY BREACH OF THESE TERMS BY ANY OF ITS REPRESENTATIVES; AND
3. “CONSULTANT” OR YOU USED HEREIN WILL REFER AND APPLY TO THAT ENTITY AS WELL.

 

1. The Vedak Platform Services

1.1 Overview

Vedak Platform Services enable the Consultants to meet and offer their professional services (“Services”) as an individual independent Consultant or firm (“Consultant”) to individuals or businesses entities (“Clients”) for one or more projects (“Projects”). Under these Terms, Vedak allows the consultant to use Vedak Platform Services, curate Clients and Projects. Please note that Vedak act as a payment processor for you and Clients. You may submit the bid and proposal for a Project posted by the client. If the Client accepts your bid, you may then draft and negotiate a contract, scope of work (“SOW”), consulting agreement, or any other service or project agreement directly with such Client (“Service Contract”), though any such Service Contract you may enter into with a Client must contain the required terms as further described in Section 1.6 below. Vedak reserves the right in certain cases and with respect to certain Projects to select the set of bids to forward to the applicable Client.

1.2 Eligibility

Vedak Platform Services are available only to persons who are eighteen (18) years or above and are otherwise capable of forming legally binding contracts as per the Indian Contract Act, 1872. If you accept these Terms and using Vedak Platform Services on behalf of a company, organization or other legal entity, you shall represent and warrant that you are authorized to do so.

You shall provide Vedak with your legal or business name, contact information and profile information regarding your professional qualifications and the Services you would like to offer to the Clients via Vedak Platform Services. Further, you agree that the information given to Vedak will always be accurate, correct and up to date. Vedak may use your information as per its Privacy Policy.

In addition, by creating a “Consultant” account, you agree that you are not:

1. a citizen or resident of a country where participation in Vedak Platform Services is prohibited by law or act; or
2. a citizen or resident of, or located in, a country or region that is subject to India or other sovereign country sanctions or embargoes;

In addition, you hereby confirm that you are not prohibited or limited in any way from acting as a Consultant on Vedak Platform Services by

1. any contract (e.g., employment or consulting or confidentiality or any non-disclosure agreements),
2. your current employer’s policies or codes of conduct if you are employed,
3. any similar policies or obligations that limit your conduct in any way or
4. any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations.

If you have any restrictions or limitation in extending the services to the Clients, you confirm that you have acquired all necessary consents or waivers (e.g., the consent from your employer or the organization for which you have consulted, or any affiliated academic or government organization) to offer your Services as a Consultant on Vedak Platform Services. Please note that at Vedak, we assume that the individuals signing up as the consultants and bidding for the Project are not bound by any legal contracts, and they are adhering to terms. The consultants are solely responsible for any legal consequences arise because of not adhering to terms.

Notwithstanding the foregoing, Vedak may determine your eligibility to create an account on Vedak Platform Services in its sole discretion.

1.3 Consultant’s Account

Vedak can validate your identity and your account information at any time. You are responsible for ensuring and maintaining the secrecy and security of your account password, and for any activities that occur on Vedak Platform Services through your account. You must notify Vedak at legal@vedak.com immediately if you suspects that your password has been lost or stolen.

1.4 Independent Consultant’s Status

As a Consultant, you acknowledge and agree that your relationship with Vedak is that of an independent Consultant and vendor rendering professional services to the Client and that:

1. you cannot act on behalf of Vedak;
2. Vedak does not supervise, direct, or control the performance of Services offered by you; and
3. Vedak is not a party to any contract that you may enter into with Clients and shall not have any liability or obligations whatsoever under any such contracts.

Further, as an Consultant from a legal entity, you agree that neither you nor any of your partners, employees or other stakeholders (based on applicability) shall be entitled to participate in or receive any compensation or benefits from Vedak that Vedak provides or makes available to its employees pursuant to legal requirements. You are solely responsible for:

1. compensating any of your partners, employees and stakeholders who provide the actual services to either Vedak or Client on your behalf.
2. reporting to all applicable government agencies about all amounts paid by Vedak towards the service;

1.5 No Conflict

You hereby agree that you do not have any written or oral agreement or understanding, or industry or any similar laws, rules or regulations, that would restrict you from performing Services for a Client. You hereby represent and warrants that you shall not incorporate into any Work Product produced under any Service Contract, any confidential information or trade secrets of any other person or entity, or any material in which any other person or entity asserts any copyright, patent right, trademark, or other proprietary or intellectual property right. “Work Product” means all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by the Consultant for Client during the term of the Service Contract.

1.6 Service Contract Required Terms

Each Service Contract between you and the Client must contain terms and conditions substantially similar to and at least as protective of Vedak as the following, provided that such terms and conditions do not constitute legal advice from Vedak, and you and your Clients should consult independent counsel in drafting and negotiating any Service Contracts.

Client Payments and Billing. The Client will pay Indypay Technologies Pvt. Ltd. (“Vedak”) the fees for the Project in accordance with its agreement with Vedak.

Third Party Beneficiary. You and the Client understand and agree that Vedak is a third party beneficiary of each Service Contract. Vedak reserves the rights to enforce its rights and obligations under the Service Contract on its own behalf.

1.7 Exclusivity

For a period of twelve (12) months from the later of

1. the time when you first interact (submit a proposal or interact or discuss the proposal with ) Client through Vedak Platform Service or
2. the time when you complete your last Project with a Client (“Exclusivity Period”),

You will use only Vedak Platform Service as the exclusive mode to bid for the projects. You will receive all payments, directly or indirectly, with that Client and/or that Client’s business entity or arising out of your relationship with that Client and/or that Client’s business entity via Vedak. You also agree that you will not encourage, solicit or accept complete or partial payment for Services outside the Vedak Platform Services. You will not circumvent Vedak’s role as a payment processor. Any violation of the foregoing restrictions is a material breach of these Terms.

You also agree that during the Exclusivity Period you will not:

1. submit a bid or proposals to, deliver services to, invoice or receive payments or other consideration from any Clients for whom you have performed services or been introduced to through Vedak Platform Services except via Vedak Platform Services;
2. contact the Client directly to secure a Project that the Client has posted on Vedak Platform Services; or
3. invoice amount lower than that actually agreed between the Consultant and a Client through Vedak Platform Services.

You can directly deal with the Client post the completion of Exclusivity Period.

YOU SHALL NOTIFY THE VEDAK IMMEDIATELY IF A CLIENT REQUESTS TO MAKE A PAYMENT OUTSIDE THE VEDAK PLATFORM SERVICES DURING EXCLUSIVITY PERIOD.

1.8 Third Party Websites

You can use hyperlinks to access the content, products or services offered by third parties. However please note that Vedak does not have any control over such sites i.e. content and resources provided by them. You are cautioned to read such sites' terms and conditions and privacy policies before using such sites. You acknowledge that Vedak does not monitor such sites, and shall not be responsible or liable to anyone for such third party site, or any content, products or services made available on such a site.

1.9 Privacy Policy

Vedak respects your privacy. Please refer to the Privacy Policy to understand the collection and the use of your personal and professional information by Vedak.

1.10 Code of Conduct

By accessing and using the Vedak Platform Service, you agree to abide by the Vedak’s Code of Conduct (“Code of Conduct”), which is incorporated herein by reference.

2. License And Restrictions; Ownership

2.1 License Grant

Vedak hereby grants you a personal, non-exclusive, non-transferable, revocable and limited license (without the right to sublicense) to access and use Vedak Platform Services for your internal business purposes only subject to these Terms and limitations set forth by Vedak. The license does not give any right to sell any software program or any other intellectual property of Vedak.

2.2 Restrictions

As a consultant, you agree that:

1. you will strictly follow these Terms and Privacy Policy; while using Vedak Platform Services and
2. you will not use Vedak Platform Services for any fraudulent activity or to engage in any offensive, indecent or objectionable conduct.

You agree that you will not directly or indirectly:

1. distribute, sell, assign, transfer, rent, loan, sublicense, modify or otherwise exploit Vedak Platform Services
2. copy, circulate, reproduce, create derivative works of, translate or modify the material or content of Vedak Platform Services or Vedak;
3. scrape any content or data from Vedak Platform Services;
4. remove or alter any copyright or other proprietary rights notice or restricted rights legend contained or included in Vedak Platform Services;
5. decompile, disassemble, reverse compile, reverse assemble,reverse translate or otherwise reverse engineer any part of Vedak Platform Services or any part thereof;
6. utilize Vedak Platform Services to (a) send spam or unsolicited messages in violation of applicable laws or (b) send or store material containing software viruses, worms or other harmful computer code, files, scripts, agents or programs;
7. circumvent any functionality that controls access to or otherwise protects the Platform; or
8. permit any third party to engage in any of the foregoing.

Any attempt to do any of the foregoing is a material breach of these Terms and a violation of the rights of Vedak and its licensors. You may be subject to prosecution and damages if you commit a breach of these restrictions.

2.3 Vedak Platform Services Ownership

You agree that Vedak owns all the rights, intellectual property, title and interest in and to Vedak Platform Services. You hereby agree that Vedak solely owns all the proprietary content and software code, information and other materials are protected under intellectual property laws, “look and feel” (e.g., text, graphics, images, logos) of the website. Any or all the improvements, updates, modifications or enhancements on or relating to the Vedak Platform Services, are and will remain the sole and exclusive property of Vedak. Feedbacks (suggestions for correction, change, improvement, and modification of Vedak Platform Services and other feedbacks) are and will remain the property of Vedak. We may use and disclose Feedback for any purpose whatsoever without prior notice to or compensation to the user and without retention by Customer of any proprietary or other right or claim. You hereby agree that you will not take any action(s) inconsistent with such ownership interests.

3. Content Policy

3.1 Content by the Consultant

You represent and warrant that you own or have a valid license to all the content you create or upload, post, publish or display through Vedak Platform Services. Vedak acknowledges and agrees that you own all right, title and interest in your content (including intellectual property rights). Vedak agrees not to take any action(s) inconsistent with such ownership interests.

You hereby grant Vedak a non-exclusive, royalty free, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, distribute, create derivative works of and otherwise use de-identified and aggregated Content for the promotion or operations of Vedak Platform Services.

3.2 Workspace and Work Product

Vedak provides a space for you to communicate with the Client at the time of project bid submission. Additionally you can also use the storage space (“Workspace”) for the exchange of documents and other information related to your Projects between you and the applicable Client, including any Client Materials (instructions, materials, and information that Client provides to you in connection with a particular Service Contract, and any intellectual property rights). Vedak reserves the right to delete your Workspace and all the data related to the project thirty (30) days after the completion of the project.

3.3 Disclosure of your Content

You acknowledge and agree that Vedak may preserve and/or disclose your Content if required to do so by law or in a good faith belief that such preservation or disclosure is reasonably necessary to:

1. comply with legal process, applicable laws or government requests;
2. enforce these Terms;
3. respond to claims that any of your Content violates the rights of third parties; or
4. protect the rights, property, or personal safety of Vedak, its affiliates, officers, employees, representatives and agents, as well as Platform users and the general public.

3.4 Prohibited Content

You are solely responsible for all your Content, and agree not to upload any Content prohibited by applicable law or the restrictions in this Clause. You must follow the confidentiality obligations with respect to your content as per Clause 5 herein. Vedak reserves the right to investigate and take appropriate legal action against you if violate this Clause or do not follow these Terms * Condition. You hereby represent and warrant that none of your content:

1. infringes any intellectual property, proprietary, contractual or privacy rights of any party
2. constitutes material, non-public information the disclosure of which would be in violation of securities laws or any verbal or written contract with the third parties;
3. contains software viruses, any other computer codes or macros, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
4. constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation;
5. is unlawful and harmful, threatening, abusive, harassing, violent, defamatory, vulgar, obscene, pornographic or objectionable; or
6. in the sole judgment of Vedak. If the content is objectionable or it restricts or inhibits other Consultants or Clients or site users from using or enjoying Vedak Platform Services, or which may expose Vedak or its users to any harm or liability of any kind. Vedak also has the right to monitor your use of Vedak Platform Services, your Content and the Services you perform to determine your compliance with these Terms.

4. Fees And Payment

Once both users ( client and consultant) confirm the completion of the project, we initiate the payment process. We transfer the consultation amount to the consultant’s bank account within 15 business days. Applicable taxes are deducted from the total earning and TDS certificate is issued to the consultant for the same.

If you have further questions about Vedak’s fees, please contact us at legal@vedak.com

5. Confidentiality

5.1 Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms.

5.2 Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives prior notice and cooperates in any effort by the other party to obtain confidential treatment for the information.

5.3 Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Clause, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law. Without prejudice to any other rights, Vedak and/or the relevant Client shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach.

6. Warranty Disclaimer

VEDAK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO VEDAK PLATFORM SERVICES OR ANY ACTIVITIES RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VEDAK DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation Of Liability

The use of Vedak Platform Services is entirely at your own risk and in no event shall Vedak be liable (whether under the law of contracts, torts or otherwise) for any direct, indirect, incidental, consequential, special, exemplary, punitive or any other monetary or other damages, fees, fines, penalties or liabilities (collectively “damages”) whatsoever arising out of or relating to Vedak Platform Services. Your sole and exclusive remedy for dissatisfaction with Vedak Platform Services is to stop taking the services.

8. Indemnification

You agree to defend, indemnify and hold Vedak and its stakeholders (officers, directors, employees, representatives and agents) harmless from any and all claims, actions, demands, liabilities, judgments, and settlements, including without limitation, reasonable legal fees resulting from or alleged to result from your use of Vedak Platform Services.

9. Termination

You have the right to temporarily deactivate or permanently delete your account at any time upon notice to Vedak subject to your obligation to complete Services for which you are engaged with the Client. Vedak has the unlimited right to terminate or limit your account and/or your access to Vedak Platform Services at any time and for any reason, including, without limitation, for violation of these Terms and/or the Privacy Policy and/or the Code of Conduct. Vedak wants to clarify that the temporarily deactivating or permanently deleting your account does not relieve your obligations with respect to the Exclusivity Period set forth in Clause 1.7 herein.

10. Intellectual Property

10.1 All trademarks, brands and service marks used in conjunction with the Services offered by Vedak are owned by Vedak. Vedak shall own all of the copyrights and database rights in Vedak Platform Services. Without Vedak’s consent, you may not publish, distribute, extract or reproduce any contents provided by Vedak Platform Services. For the use of any third party’s intellectual property, you need to get permission directly from the owner of the intellectual property for any use.

10.2 As a user of the Services of Vedak, you acknowledge that any intellectual property which is not specifically mentioned to be owned by or assigned to Vedak is owned by their respective owners and the owners have a right to take appropriate actions against you for any violation, infringement or passing off.

10.3 The use of Vedak Platform Services by you is at all times governed by and subject to laws regarding copyright, trademark, patent, trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party’s copyrights, trademarks, patents, trade secrets, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property and shall be solely responsible for any violations of any laws and for any infringements of any intellectual property rights caused by the use of this website by him.

10.4 Vedak respects the intellectual property rights of others and does not hold any responsibility for any violations of any intellectual property rights of the third parties.

11. Dispute Resolution

11.1 Amicable Resolution

In the event of any dispute, difference or controversy of whatever nature howsoever arising between you and Vedak, you shall first contact Vedak and make the sustained efforts to resolve the dispute amicably before resorting to the arbitration procedure as mentioned in Clause 11.2 herein.

11.2 Arbitration

1. Any dispute except for disputes relating to the infringement of Vedak’s intellectual property rights or the access or use of Vedak Platform Services in violation of these Terms, which is not resolved amicably as provided in Clause 11.1 shall be finally decided by reference to arbitration by a sole arbitrator to be appointed by Vedak in consultation with you. Such arbitration shall be held in accordance with the Rules of Arbitration of the Indian Council of Arbitration and shall be subject to the provisions of the Arbitration and Conciliation Act, 1996.
2. The arbitrator shall issue a reasoned award.
3. The venue of such arbitration shall be Bengaluru, Karnataka, India.
4. The fees of the arbitrator shall be shared equally by you and Vedak.
5. The obligations of the Consultant shall remain in full force and effect pending the Award in any arbitration proceedings herein under.
6. The order of the arbitration will be final and binding on both the parties.
7. It will not be open to the parties to challenge the jurisdiction of the arbitrator after the award has been made.

12. Governing Law And Jurisdiction

These Terms or any controversy, dispute or claim arising out of or relating to these Terms shall be governed by and interpreted and construed in accordance with the laws of India. The place of jurisdiction shall be exclusively in Pune.

13. General

13.1 Assignability

You can not assign these Terms or any of your rights or obligations to any Assignee hereunder without Vedak’s prior written consent. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

13.2 Entire Agreement

These Terms and the Privacy Policy of Vedak set forth the entire agreement and understanding of the parties relating to its subject matter and cancel and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

13.3 Notices; Consent to Electronic Notice

You consent to the use of electronic means to deliver any notices related to these Terms. Notices will be given:

1. by Vedak email;
2. a reasonably prominent posting on Vedak Platform Services; or
3. by you via email to legal@vedak.com (company)

13.4 No Waiver

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.

13.5 Severability

If these Terms are held illegal, invalid, or unenforceable in whole or in part under applicable law, such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and the validity, legality or enforceability of the other provisions of these Terms shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing on one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions.